Travelers 2006 Annual Report Download - page 263

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awards including grants ofstock options, restricted stock and stock appreciation rights. The 2004
Incentive Plan had35 million shares initially authorized for issuance. In addition to these 35 million
shares, the following shares will become available for grantunder the 2004 Incentive Plan and, to the
extent such shares have become available as of December 31, 2005, they are included in the table as
available for grant: (i) shares covered by outstanding awards under the 2004 Incentive Plan, the 1994
St. Paul Plan and the Travelers Stock Plan that are forfeited or otherwise terminated or settled incash
or other property rather than settled through the issuance of shares; (ii) shares that are used to pay
the exercise price of stock options and shares used to pay withholding taxes on equity awards
generally; and (iii) shares purchased by the Company on the open market using cash from option
exercises, as limited by the 2004 Incentive Plan.
Except for shares delivered to or retained in the Travelers Stock Plan in connection with the
withholding of taxes applicable to the exercise of outstanding options that have reload features, the
provisions of the preceding paragraph that result in shares becoming available for future grants under
the 2004Incentive Plan also apply to any awardsgranted under the 1994 St. Paul Plan and the
Travelers Stock Plan that were outstanding onthe effective date of the 2004 Incentive Plan.
In April 1998, SPC merged with USF&GCorporation (USF&G), and the outstanding options to
purchase USF&G stock were converted into options topurchase SPC’s common stock. On December 31,
2006, 140,220 shares were subject tooutstanding options pursuant to that conversion (with a weighted
average exerciseprice of $43.39) related to plans that hadnot been a pproved by USF&G shareholders
prior to the merger. No additional options could be granted under those plans subsequent to the
April 1998 merger. These options are not included in the preceding table.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The “Transactions with Related Persons and Certain Control Persons” section of the Company’s
Proxy Statement relating to its Annual Meeting of Shareholders to be held May 1, 2007, is incorporated
herein by reference.
Item 14.PRINCIPAL ACCOUNTING FEES AND SERVICES
The “Audit and Non-Audit Fees” section of the Company’s Proxy Statement relating to its Annual
Meeting of Shareholders to be held May 1, 2007, is incorporated herein by reference.
PART IV
Item 15. EXHIBITS ANDFINANCIAL STATEMENT SCHEDULES
Documents filed as a part of the report:
(1) Financial Statements. See Index to Consolidated Financial Statements on page 143 hereof.
(2) Financial Statement Schedules. See Index to Consolidated Financial Statements and Schedules
on page254 hereof.
(3) Exhibits:
See Exhibit Index on pages 262-266 hereof.